UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4)
RESPONSE GENETICS, INC. |
(Name of Issuer)
Common Stock, par value $0.01 per share |
(Title of Class of Securities)
76123U105 |
(CUSIP Number)
November 18, 2015 |
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
ý Rule 13d-1(c)
¨ Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13G
CUSIP No. 76123U105 |
1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY) Bridger Management, LLC | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) o (b) x |
3 | SEC USE ONLY | |
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES | 5 | SOLE VOTING POWER 0 |
BENEFICIALLY OWNED BY | 6 | SHARED VOTING POWER 1,351,352(1) |
EACH REPORTING | 7 | SOLE DISPOSITIVE POWER 0 |
PERSON WITH | 8 | SHARED DISPOSITIVE POWER 1,351,352(1) |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,351,352(1) | |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | o |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.4%(2) | |
12 | TYPE OF REPORTING PERSON* IA |
(1) Represents 1,351,352 shares of common stock that Swiftcurrent Offshore Master Ltd. and Swiftcurrent Partners L.P. may acquire, collectively, upon the exercise of warrants.
(2) Based on 38,795,396 shares of common stock outstanding as of May 11, 2015, as disclosed in the Issuer's Form 10-Q filed with the SEC on May 15, 2015, plus 1,351,352 shares of common stock that may be acquired by the Reporting Persons upon the exercise of warrants.
(2) Based on 38,795,396 shares of common stock outstanding as of May 11, 2015, as disclosed in the Issuer's Form 10-Q filed with the SEC on May 15, 2015, plus 1,351,352 shares of common stock that may be acquired by the Reporting Persons upon the exercise of warrants.
SCHEDULE 13G
CUSIP No. 76123U105 |
1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY) Roberto Mignone | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) o (b) x |
3 | SEC USE ONLY | |
4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States |
NUMBER OF SHARES | 5 | SOLE VOTING POWER 0 |
BENEFICIALLY OWNED BY | 6 | SHARED VOTING POWER 1,351,352(1) |
EACH REPORTING | 7 | SOLE DISPOSITIVE POWER 0 |
PERSON WITH | 8 | SHARED DISPOSITIVE POWER 1,351,352(1) |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,351,352(1) | |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | o |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.4%(2) | |
12 | TYPE OF REPORTING PERSON* IN |
(1) Represents 1,351,352 shares of common stock that Swiftcurrent Offshore Master Ltd. and Swiftcurrent Partners L.P. may acquire, collectively, upon the exercise of warrants.
(2) Based on 38,795,396 shares of common stock outstanding as of May 11, 2015, as disclosed in the Issuer's Form 10-Q filed with the SEC on May 15, 2015, plus 1,351,352 shares of common stock that may be acquired by the Reporting Persons upon the exercise of warrants.
SCHEDULE 13G
CUSIP No. 76123U105 |
1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY) Bridger Capital, LLC | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) o (b) x |
3 | SEC USE ONLY | |
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES | 5 | SOLE VOTING POWER 0 |
BENEFICIALLY OWNED BY | 6 | SHARED VOTING POWER 606,757(1) |
EACH REPORTING | 7 | SOLE DISPOSITIVE POWER 0 |
PERSON WITH | 8 | SHARED DISPOSITIVE POWER 606,757(1) |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 606,757(1) | |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | o |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.5%(2) | |
12 | TYPE OF REPORTING PERSON* OO |
(1) Represents 606,757 shares of common stock that Swiftcurrent Partners L.P. may acquire upon the exercise of warrants.
(2) Based on 38,795,396 shares of common stock outstanding as of May 11, 2015, as disclosed in the Issuer's Form 10-Q filed with the SEC on May 15, 2015, plus 606,757 shares of common stock that may be acquired by Swiftcurrent Partners L.P. upon the exercise of warrants.
SCHEDULE 13G
CUSIP No. 76123U105 |
1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY) Swiftcurrent Partners, L.P. | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) o (b) x |
3 | SEC USE ONLY | |
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES | 5 | SOLE VOTING POWER 0 |
BENEFICIALLY OWNED BY | 6 | SHARED VOTING POWER 606,757(1) |
EACH REPORTING | 7 | SOLE DISPOSITIVE POWER 0 |
PERSON WITH | 8 | SHARED DISPOSITIVE POWER 606,757(1) |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 606,757(1) | |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | o |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.5%(2) | |
12 | TYPE OF REPORTING PERSON* PN |
(1) Represents 606,757 shares of common stock that Swiftcurrent Partners L.P. may acquire upon the exercise of warrants.
(2) Based on 38,795,396 shares of common stock outstanding as of May 11, 2015, as disclosed in the Issuer's Form 10-Q filed with the SEC on May 15, 2015, plus 606,757 shares of common stock that may be acquired by Swiftcurrent Partners L.P. upon the exercise of warrants.
SCHEDULE 13G
CUSIP No. 76123U105 |
1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY) Swiftcurrent Offshore, Ltd. | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) o (b) x |
3 | SEC USE ONLY | |
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands |
NUMBER OF SHARES | 5 | SOLE VOTING POWER 0 |
BENEFICIALLY OWNED BY | 6 | SHARED VOTING POWER 744,595(1) |
EACH REPORTING | 7 | SOLE DISPOSITIVE POWER 0 |
PERSON WITH | 8 | SHARED DISPOSITIVE POWER 744,595(1) |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 744,595(1) | |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | o |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.9%(2) | |
12 | TYPE OF REPORTING PERSON* CO |
(1) Represents 744,595 shares of common stock that Swiftcurrent Offshore Master Ltd. may acquire upon the exercise of warrants.
(2) Based on 38,795,396 shares of common stock outstanding as of May 11, 2015, as disclosed in the Issuer's Form 10-Q filed with the SEC on May 15, 2015, plus 744,595 shares of common stock that may be acquired by Swiftcurrent Offshore Master Ltd. upon the exercise of warrants.
SCHEDULE 13G
CUSIP No. 76123U105 |
1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY) Swiftcurrent Offshore Master, Ltd. | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) o (b) x |
3 | SEC USE ONLY | |
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands |
NUMBER OF SHARES | 5 | SOLE VOTING POWER 0 |
BENEFICIALLY OWNED BY | 6 | SHARED VOTING POWER 744,595(1) |
EACH REPORTING | 7 | SOLE DISPOSITIVE POWER 0 |
PERSON WITH | 8 | SHARED DISPOSITIVE POWER 744,595(1) |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 744,595(1) | |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | o |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.9%(2) | |
12 | TYPE OF REPORTING PERSON* CO |
(1) Represents 744,595 shares of common stock that Swiftcurrent Offshore Master Ltd. may acquire upon the exercise of warrants.
(2) Based on 38,795,396 shares of common stock outstanding as of May 11, 2015, as disclosed in the Issuer's Form 10-Q filed with the SEC on May 15, 2015, plus 744,595 shares of common stock that may be acquired by Swiftcurrent Offshore Master Ltd. upon the exercise of warrants.
Item 1(a). | Name of Issuer: Response Genetics, Inc. |
Item 1(b). | Address of Issuer's Principal Executive Offices: |
1640 Marengo St., 6th Floor, Los Angeles, California, 90033 | |
Item 2(a, b, c). | Name of Persons Filing, Address of Principal Business Office, Citizenship. |
This Schedule 13G is being filed on behalf of the following persons (the "Reporting Persons"): | |
Bridger Management, LLC, a Delaware limited liability company, 90 Park Avenue, 40th Floor, New York, NY 10016 | |
Bridger Capital, LLC, a Delaware limited liability company, 90 Park Avenue, 40th Floor, New York, NY 10016 | |
Swiftcurrent Partners, L.P., a Delaware limited partnership, 90 Park Avenue, 40th Floor, New York, NY 10016 | |
Swiftcurrent Offshore, Ltd., a Cayman Islands limited company, c/o Morgan Stanley Fund Services (Cayman) Ltd., Cricket Square, 2nd Floor, Boundary Hall, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands | |
Swiftcurrent Offshore Master, Ltd., a Cayman Islands limited company, c/o Morgan Stanley Fund Services (Cayman) Ltd., Cricket Square, 2nd Floor, Boundary Hall, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands | |
Mr. Roberto Mignone ("Mr. Mignone"), 90 Park Avenue, 40th Floor, New York, NY 10016. Mr. Mignone is a United States citizen. | |
Item 2(d). | Title of Class of Securities: Common Stock, par value $0.01 per share (the "Common Stock") |
Item 2(e). | CUSIP Number: 76123U105 |
Item 3. | Not Applicable. |
Item 4. | Ownership. |
Information with respect to the Reporting Persons' ownership of the Common Stock as of November 20, 2015, is incorporated by reference to items (5) - (9) and (11) of the cover page of the respective Reporting Person. | |
Swiftcurrent Offshore Master Ltd. and Swiftcurrent Partners L.P. are the owners of record of the Common Stock warrants reported herein. Swiftcurrent Offshore Ltd. invests substantially all of its assets in Swiftcurrent Offshore Master, Ltd. and may be deemed to share beneficial ownership of the Common Stock warrants owned by Swiftcurrent Offshore Master, Ltd. Bridger Management LLC is the investment adviser to Swiftcurrent Partners L.P. and Swiftcurrent Offshore Master Ltd. Bridger Capital, LLC is the General Partner of Swiftcurrent Partners L.P. Mr. Mignone is the managing member of Bridger Capital, LLC and Bridger Management, LLC. Each of Bridger Management LLC, Bridger Capital, LLC and Mr. Mignone may be deemed to share beneficial ownership of the Common Stock warrants reported herein. | |
Item 5. | Ownership of Five Percent or less of a Class: |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X]. | |
Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
See Item 4. | |
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. |
Not Applicable. | |
Item 8. | Identification and Classification of Members of the Group. |
Not Applicable. | |
Item 9. | Notice of Dissolution of Group. |
Not Applicable. | |
Item 10. | Certification. |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
DATED: November 20, 2015
BRIDGER MANAGEMENT, LLC | |||
By: | /s/ Roberto Mignone | ||
Roberto Mignone, Managing Member | |||
/s/ Roberto Mignone | |||
Roberto Mignone, Individually | |||
BRIDGER CAPITAL, LLC | |||
By: | /s/ Roberto Mignone | ||
Roberto Mignone, Managing Member | |||
SWIFTCURRENT PARTNERS, L.P. | |||
By: Bridger Capital, LLC, its | |||
General Partner | |||
/s/ Roberto Mignone | |||
Roberto Mignone, Managing Member | |||
SWIFTCURRENT OFFSHORE, LTD. | |||
By: Bridger Management, LLC, its | |||
investment manager | |||
/s/ Roberto Mignone | |||
Roberto Mignone, Managing Member | |||
SWIFTCURRENT OFFSHORE MASTER, LTD. | |||
By: Bridger Management, LLC, its | |||
investment manager | |||
/s/ Roberto Mignone | |||
Roberto Mignone, Managing Member | |||
EXHIBIT INDEX
Exhibit I: Joint Filing Statement Pursuant to Rule 13d-1(k)
Exhibit I
JOINT FILING STATEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
DATED: November 20, 2015
BRIDGER MANAGEMENT, LLC | |||
By: | /s/ Roberto Mignone | ||
Roberto Mignone, Managing Member | |||
/s/ Roberto Mignone | |||
Roberto Mignone, Individually | |||
BRIDGER CAPITAL, LLC | |||
By: | /s/ Roberto Mignone | ||
Roberto Mignone, Managing Member | |||
SWIFTCURRENT PARTNERS, L.P. | |||
By: Bridger Capital, LLC, its | |||
General Partner | |||
/s/ Roberto Mignone | |||
Roberto Mignone, Managing Member | |||
SWIFTCURRENT OFFSHORE, LTD. | |||
By: Bridger Management, LLC, its | |||
investment manager | |||
/s/ Roberto Mignone | |||
Roberto Mignone, Managing Member | |||
SWIFTCURRENT OFFSHORE MASTER, LTD. | |||
By: Bridger Management, LLC, its | |||
investment manager | |||
/s/ Roberto Mignone | |||
Roberto Mignone, Managing Member | |||